Common use of Shareholders Meeting Clause in Contracts

Shareholders Meeting. The Company shall, as promptly as practicable after the later of (i) ten (10) days after the date the Company files the Proxy Statement with the SEC and (ii) the date the Company receives notice from the SEC that it has no further comments on the Proxy Statement, take all action necessary in accordance with applicable law and the Company’s articles of incorporation and by-laws, as each is amended, to duly give notice of, convene and hold a meeting of its shareholders to be held as promptly as practicable to consider the approval and adoption of the elimination of the Exchange Cap (the “Company Shareholders’ Meeting”). The Company will use commercially reasonable efforts to solicit from its shareholders proxies in favor of the elimination of the Exchange Cap, and will take all other action reasonably necessary or advisable to secure the vote or consent of its shareholders required by the rules of the NASDAQ Global Market or applicable law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Shareholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its shareholders in advance of a vote on the elimination of the Exchange Cap or, if, as of the time for which the Company Shareholders’ Meeting is originally scheduled, there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. The Company shall use commercially reasonable efforts such that the Company Shareholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company Shareholders’ Meeting are solicited in compliance with applicable law, the rules of the NASDAQ Global Market and the Company’s articles of organization and by-laws, as each is amended. Without the prior written consent of Purchaser 1, the elimination of the Exchange Cap shall be the only matter which the Company shall propose to be acted on by the Company’s shareholders at the Company Shareholders’ Meeting.

Shareholders Meeting. The Company shall, As soon as promptly as reasonably practicable after the later of (i) ten (10) days after following the date of this Agreement, the Company files the Proxy Statement with the SEC and Company, acting through its Board of Directors, shall (iia) the date the Company receives notice from the SEC that it has no further comments on the Proxy Statement, take all action necessary in accordance with applicable law and the Company’s articles of incorporation and by-laws, as each is amended, to duly call, give notice of, convene and hold a meeting of its shareholders to be held as promptly as practicable to consider for the approval and adoption purpose of the elimination of the Exchange Cap approving this Agreement (the “Company Shareholders’ Shareholders Meeting”), (b) include in the Proxy Statement that the Board of Directors of the Company (i) has determined that the Merger is fair to, and in the best interests of, the Company and the shareholders of the Company, and declared advisable this Agreement and the transactions contemplated by this Agreement (including the Merger), (ii) has adopted this Agreement in accordance with the FBCA and (iii) recommends the approval of this Agreement by the shareholders of the Company and to submit this Agreement for approval by the shareholders of the Company (such recommendation described in this clause (iii), the “Recommendation”) (except to the extent that the Company has effected a Change of Recommendation in accordance with this Section 6.1) and, subject to the consent of each Financial Advisor, as applicable, the written opinion of each Financial Advisor, dated as of the date of this Agreement, that, as of such date, the Merger Consideration is fair, from a financial point of view, to the holders of the Company Common Stock and (c) use its reasonable best efforts to obtain the Company Requisite Vote (except to the extent that the Company has effected a Change of Recommendation in accordance with this Section 6.1). The Company will use commercially reasonable best efforts to solicit from its shareholders proxies in favor of the elimination approval of this Agreement, the Exchange Cap, Merger and the other transactions contemplated hereby and will take all other action reasonably necessary or advisable to secure the vote Company Requisite Vote (except to the extent that the Company has effected a Change of Recommendation in accordance with this Section 6.1). The Company shall keep Parent and Merger Sub updated with respect to proxy solicitation results as reasonably requested by Parent or consent Merger Sub. Neither the Board of its shareholders required by the rules Directors of the NASDAQ Global Market Company nor any committee thereof shall, directly or indirectly, withdraw (or modify or qualify in a manner adverse to Parent or Merger Sub), or publicly propose to withdraw (or modify or qualify in a manner adverse to Parent or Merger Sub), the Recommendation (any such action being referred to as a “Change of Recommendation”); it being understood that any “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) of the Exchange Act shall not be deemed to be a Change of Recommendation); provided, that at any time prior to obtaining the Company Requisite Vote, the Board of Directors of the Company may effect a Change of Recommendation if (i) the Board of Directors shall have determined in good faith, after consultation with outside counsel to the Company, that such action is necessary in order for the Board of Directors to act in a manner consistent with its fiduciary duties under applicable law to obtain and (ii) the Company has provided Parent with at least three business days’ prior written notice of such approvalsChange of Recommendation. Notwithstanding anything to the contrary contained in this Agreement, unless this Agreement is terminated in accordance with Section 8.1, the obligation of the Company may adjourn to call, give notice of, convene and hold the Shareholders Meeting as promptly as practicable after the date of this Agreement shall not be limited or postpone otherwise affected by the Company Shareholders’ Meeting commencement, disclosure, announcement or submission to the extent necessary to ensure that it of any necessary supplement or amendment to the Proxy Statement is provided to its shareholders in advance of a vote on the elimination of the Exchange Cap or, if, as of the time for which the Company Shareholders’ Meeting is originally scheduled, there are insufficient shares of Common Stock represented (either in person Acquisition Proposal or by proxy) to constitute a quorum necessary to conduct the business Change of such meeting. The Company shall use commercially reasonable efforts such that the Company Shareholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company Shareholders’ Meeting are solicited in compliance with applicable law, the rules of the NASDAQ Global Market and the Company’s articles of organization and by-laws, as each is amended. Without the prior written consent of Purchaser 1, the elimination of the Exchange Cap shall be the only matter which the Company shall propose to be acted on by the Company’s shareholders at the Company Shareholders’ MeetingRecommendation.

Shareholders Meeting. The (a) If a vote of the Company's shareholders is required by law, the Company shallwill, as promptly as practicable after following the later acceptance for payment of (i) ten (10) days after Shares by Acquisition pursuant to the date the Company files the Proxy Statement with the SEC and (ii) the date the Company receives notice from the SEC that it has no further comments on the Proxy StatementOffer, take all action necessary take, in accordance with applicable law and the Company’s articles its Certificate of incorporation Incorporation and by-lawsBylaws, as each is amended, all action necessary to duly give notice of, convene and hold a meeting of its shareholders to be held as promptly as practicable holders of Shares (the "Shareholders Meeting") to consider and vote upon the approval of this Agreement. In connection with such shareholders meeting, the Company will prepare and file with the SEC a proxy statement for the solicitation of a vote of holders of Shares approving the Merger (the "Proxy Statement"), which shall include the recommendation of the Company Board that shareholders of the Company vote in favor of the approval and adoption of this Agreement and the elimination written opinion of the Exchange Cap (Financial Advisor referred to in Section 1.2(a) that the “Company Shareholders’ Meeting”). The Company will use commercially reasonable efforts cash consideration to solicit from its be received by the shareholders proxies in favor of the elimination of the Exchange Cap, and will take all other action reasonably necessary or advisable to secure the vote or consent of its shareholders required by the rules of the NASDAQ Global Market or applicable law to obtain such approvals. Notwithstanding anything Company pursuant to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Shareholders’ Meeting Merger is fair to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its such shareholders in advance from a financial point of a vote on the elimination of the Exchange Cap or, if, as of the time for which the Company Shareholders’ Meeting is originally scheduled, there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meetingview. The Company shall use commercially all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such that the Company Shareholders’ Meeting is called, noticed, convened, held and conductedfiling, and that promptly thereafter mail the Proxy Statement to the shareholders of the Company. The Company shall also use its best efforts to obtain all proxies solicited necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incidental thereto. Notwithstanding the foregoing, if Parent, Acquisition and/or any other subsidiary of Parent shall acquire at least ninety percent (90%) of the issued and outstanding shares of Company Shareholders’ Meeting are solicited in compliance with applicable lawCommon Stock pursuant to the Offer, the rules parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the NASDAQ Global Market and Offer without a Shareholders Meeting in accordance with the Company’s articles of organization and by-laws, as each is amended. Without the prior written consent of Purchaser 1, the elimination of the Exchange Cap shall be the only matter which the Company shall propose to be acted on by the Company’s shareholders at the Company Shareholders’ MeetingDGCL.

Shareholders Meeting. The Company shall, as promptly as reasonably practicable after the later of (i) ten (10) days after the date the Company files the Proxy Statement with the SEC and (ii) the hereof, duly set a record date the Company receives notice from the SEC that it has no further comments on the Proxy Statementfor, take all action necessary in accordance with applicable law and the Company’s articles of incorporation and by-lawscall, as each is amended, to duly give notice of, convene and hold a special meeting of its shareholders to be held as promptly as practicable to consider the approval and adoption of the elimination of the Exchange Cap Company (the “Company Shareholders’ Meeting”) for the purpose of obtaining the Shareholder Approval as promptly as reasonably practicable following the date upon which the Proxy Statement is cleared by the SEC (with the record date and meeting date to be set by the Company Board after consultation with Parent). Subject to the terms of this Agreement, the Company Board shall recommend that the shareholders of the Company vote in favor of approval of the Merger and the adoption of this Agreement. At the Shareholders’ Meeting, Parent will cause all shares of Company Common Stock held of record by Parent or Merger Sub (or its assignees, if any) as of the applicable record date and entitled to vote thereon to be voted in favor of the approval of the Merger and the adoption of this Agreement. The Company will shall comply in all material respects with the MBCA, the Company Articles of Incorporation, the Company Bylaws, the Exchange Act and the rules and regulations of NASDAQ in connection with the Shareholders’ Meeting, including preparing and delivering the Proxy Statement to the Company’s shareholders as required pursuant to the Exchange Act and Section 6.01(b) below. Subject to the terms of this Agreement, unless there has been an Adverse Recommendation Change, the Company shall use its commercially reasonable efforts to solicit from its shareholders proxies in favor of the elimination approval of the Exchange CapMerger and the adoption of this Agreement in compliance in all material respects with all applicable Laws and all rules of NASDAQ, and will take all secure any other action reasonably necessary or advisable to secure approval of shareholders of the vote or consent of its shareholders Company that is required by applicable Law to effect the rules of the NASDAQ Global Market or applicable law to obtain such approvalsMerger. Notwithstanding anything to the contrary contained Unless this Agreement is validly terminated in this Agreementaccordance with Section 8.01, the Company may adjourn or postpone shall submit this Agreement to its shareholders at the Company Shareholders’ Meeting even if the Company Board shall have effected an Adverse Recommendation Change or proposed or announced any intention to do so. The Company shall, upon the reasonable request of Parent, advise Parent at least on a daily basis on each of the last seven business days prior to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its shareholders in advance of a vote on the elimination date of the Exchange Cap or, if, as of the time for which the Company Shareholders’ Meeting is originally scheduled, there are insufficient shares as to the aggregate tally of Common Stock represented (either in person or proxies received by proxy) to constitute a quorum necessary to conduct the business of such meeting. The Company shall use commercially reasonable efforts such that the Company Shareholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in connection with respect to the Company Shareholders’ Meeting are solicited in compliance with applicable law, the rules of the NASDAQ Global Market and the Company’s articles of organization and by-laws, as each is amendedShareholder Approval. Without the prior written consent of Purchaser 1Parent, the elimination adoption of this Agreement and the Exchange Cap transactions contemplated hereby (including the Merger) and a non-binding vote on executive compensation shall be the only matter which matters (other than procedural matters) that the Company shall propose to be acted on by the Company’s shareholders of the Company at the Company Shareholders’ Meeting.

Shareholders Meeting. The Company shall, as shall promptly as practicable after the later of (i) ten (10) days after the date the Company files the Proxy Statement with the SEC and (ii) the date the Company receives notice from the SEC that it has no further comments on the Proxy Statement, of this Agreement take all action reasonably necessary in accordance with applicable law the WBCL and the Company’s articles Company Articles of incorporation Incorporation and bythe Company By-laws, as each is amended, Laws to duly call, give notice of, convene and hold a meeting of its the Company’s shareholders to be held (the “Shareholders’ Meeting”) for the purpose of obtaining the Company Requisite Vote as promptly as practicable following the date hereof, but in no event shall the Company be required to consider convene the approval and adoption of the elimination of the Exchange Cap (the “Company Shareholders’ Meeting”)Meeting prior to September 29, 2011. The Subject to Section 4.3, above, the Company will shall use commercially reasonable efforts to solicit from its shareholders proxies in favor of the elimination adoption and approval of this Agreement and the Exchange Captransactions contemplated hereby, including the Merger, and will shall take all other action reasonably necessary or reasonably advisable to secure the vote or consent of its shareholders required by the rules of the NASDAQ Global Market or applicable law Law to obtain such approvals. Notwithstanding anything Unless this Agreement is terminated pursuant to, and in accordance with, Section 8.1, this Agreement shall be submitted to the contrary contained in this Agreement, shareholders of the Company may adjourn or postpone at the Company Shareholders’ Meeting for the purpose of adopting and approving this Agreement and the Merger. Except to the extent necessary to ensure expressly permitted by Section 4.3(d) or 4.3(e): (i) the Company Board shall recommend that any necessary supplement or amendment to the shareholders of the Company vote in favor of adoption and approval of this Agreement at the Shareholders’ Meeting, (ii) the Proxy Statement is provided shall include a statement to its shareholders in advance of a vote on the elimination of the Exchange Cap or, if, as of the time for which the Company Shareholders’ Meeting is originally scheduled, there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. The Company shall use commercially reasonable efforts such effect that the Company Shareholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in connection with Board has recommended by unanimous vote of the directors attending a meeting of the Company Shareholders’ Meeting are solicited in compliance with applicable law, the rules of the NASDAQ Global Market and the Company’s articles of organization and by-laws, as each is amended. Without the prior written consent of Purchaser 1, the elimination of the Exchange Cap shall be the only matter which the Company shall propose to be acted on by Board that the Company’s shareholders vote in favor of adoption and approval of this Agreement at the Company Shareholders’ MeetingMeeting and (iii) neither the Company Board nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the Parent, the recommendation of the Company Board that the Company’s shareholders vote in favor of adoption of this Agreement.

Shareholders Meeting. The Company shall, as promptly as practicable after the later of (i) ten (10) days after the date the Company files the Proxy Statement with the SEC and (ii) the date the Company receives notice from the SEC that it has no further comments on the Proxy Statement, shall take all action steps necessary in accordance with applicable law and the Company’s articles of incorporation and by-laws, as each is amended, to duly call, give notice of, convene and hold a meeting of its shareholders to be held as promptly soon as is reasonably practicable to consider after the date on which the S-4 becomes effective for the purpose of voting upon the approval and adoption of this Agreement and the elimination consummation of the Exchange Cap transactions contemplated hereby (the “Company Shareholders’ Meeting”). The Company will will, through its Board of Directors, unless legally required to do otherwise for the discharge by the Company’s Board of Directors of its fiduciary duties as advised by such Board’s legal counsel and the provisions of Section 5.03 of this Agreement, (i) recommend to its shareholders approval of this Agreement and the transactions contemplated hereby and such other matters as may be submitted to its shareholders in connection with this Agreement, (ii) include such recommendation in the Proxy Statement for such Company Shareholders’ Meeting and (iii) use commercially reasonable efforts to solicit obtain from its the Company’s shareholders proxies in favor of the elimination of the Exchange Cap, a vote approving and will take all other action reasonably necessary or advisable to secure the vote or consent of its shareholders required by the rules of the NASDAQ Global Market or applicable law to obtain such approvals. Notwithstanding anything to the contrary contained in adopting this Agreement, the . The Company may shall adjourn or postpone the Company Shareholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its shareholders in advance of a vote on the elimination of the Exchange Cap orMeeting, and further solicit proxies, if, as of the time for which the Company Shareholders’ Meeting such meeting is originally scheduled, scheduled there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting or, if, on the date of such meeting, the Company has not received proxies representing a sufficient number of shares necessary to obtain shareholder approval. The Company shall use commercially reasonable efforts such that Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, the Company Shareholders’ Meeting is called, noticed, convened, held shall be convened and conductedthis Agreement shall be submitted to the shareholders of the Company for the purpose of voting on the adoption of this Agreement and the other matters contemplated hereby, and that all proxies solicited in connection with nothing contained herein shall be deemed to relieve the Company Shareholders’ Meeting are solicited in compliance with applicable law, the rules of the NASDAQ Global Market and the Company’s articles of organization and by-laws, as each is amended. Without the prior written consent of Purchaser 1, the elimination of the Exchange Cap shall be the only matter which the Company shall propose to be acted on by the Company’s shareholders at the Company Shareholders’ Meetingsuch obligation.

Shareholders Meeting. Pursuant to the Merger Agreement, the Company must, if required by applicable law in order to consummate the Merger, duly call, convene and hold a special meeting of the holders of Common Stock for the purpose of voting upon the Merger Agreement and the Merger. The Merger Agreement provides that, if required by applicable law to consummate the Merger, the Company shallwill, as promptly as practicable after the later purchase of (i) ten (10) days after shares of Common Stock pursuant to the date the Company files the Proxy Statement Offer, prepare and file with the SEC Commission a preliminary proxy statement relating to the Merger and the Merger Agreement and use its reasonable efforts to respond to the comments of the Commission in connection with the preliminary proxy statement and to furnish all information required to prepare the definitive proxy statement (ii) the date the Company receives notice from the SEC that it has no further comments on the "Proxy Statement, take all action necessary in accordance with applicable law and the Company’s articles of incorporation and by-laws, as each is amended, to duly give notice of, convene and hold a meeting of its shareholders to be held as promptly as practicable to consider the approval and adoption of the elimination of the Exchange Cap (the “Company Shareholders’ Meeting”"). The Company will must also, promptly after the purchase of Shares pursuant to the Offer and if required by law to consummate the Merger, cause the Proxy Statement to be mailed to the shareholders of the Company. The Merger Agreement provides that the Company must use commercially its reasonable efforts to solicit from its shareholders proxies in favor and, subject to the fiduciary obligations of the elimination of the Exchange CapCompany's directors under applicable law, and will as determined by them in good faith after consulting with outside counsel, take all other action reasonably necessary or and advisable to secure the vote or consent of its shareholders required by the rules of the NASDAQ Global Market or applicable law to obtain such approvalsthe approval for the Merger Agreement and the Merger. Notwithstanding anything Subject to the contrary contained fiduciary obligations of the Company's directors under applicable law as determined in this Agreementgood faith by them after consulting with outside counsel, the Company may adjourn or postpone the Company Shareholders’ Meeting to the extent necessary to ensure has agreed that any necessary supplement or amendment to it will include in the Proxy Statement is provided to the recommendation of its shareholders in advance Board of a vote on the elimination of the Exchange Cap or, if, as of the time for which the Company Shareholders’ Meeting is originally scheduled, there are insufficient shares Directors that holders of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct approve and adopt the business of such meetingMerger Agreement and approve the Merger. The Company shall use commercially reasonable efforts such Merger Agreement provides that in the event that the Company Shareholders’ Meeting is calledPurchaser acquires at least 80% of the outstanding Shares pursuant to the Offer, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company Shareholders’ Meeting are solicited in compliance with applicable lawmust, at the rules request of the NASDAQ Global Market Purchaser, subject to the terms of the Merger Agreement, take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting of the Company’s articles of organization and by-laws's shareholders, as each is amended. Without the prior written consent of Purchaser 1, the elimination in accordance with Section 607.1104 of the Exchange Cap shall be the only matter which the Company shall propose to be acted on by the Company’s shareholders at the Company Shareholders’ MeetingFBCA.

Shareholders Meeting. The Company, acting through the Company shallBoard, shall take all actions in accordance with applicable law, its Articles of Organization and By-laws and the rules of The Nasdaq Global Select Market to promptly and duly call, give notice of, convene and hold as promptly as reasonably practicable after the later of (i) ten (10) days after following the date the Company files the Proxy Statement with the SEC and (ii) the date the Company receives notice from the SEC confirms that it has no further comments on the Proxy StatementStatement the Company Meeting for the purpose of considering and voting upon the Company Voting Proposal. Subject to Section 6.1, take all action necessary in accordance with applicable law and (a) the Company’s articles of incorporation and by-laws, as each is amended, to duly give notice of, convene and hold a meeting of its shareholders to be held as promptly as practicable to consider the Company Board shall recommend approval and adoption of the elimination Company Voting Proposal by the shareholders of the Exchange Cap Company and include such recommendation in the Proxy Statement and (b) the “Company Shareholders’ Meeting”)Board shall not effect a Company Board Recommendation Change. The Subject to Section 6.1, the Company will shall use commercially its reasonable best efforts to solicit from its shareholders proxies in favor of the elimination of the Exchange Cap, Company Voting Proposal and will shall take all other action reasonably necessary or advisable to secure the vote or consent of its the shareholders of the Company required by the rules of the NASDAQ The Nasdaq Global Select Market or applicable law the MBCA to obtain such approvals. The Company shall keep the Buyer updated with respect to proxy solicitation results as reasonably requested by the Buyer. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Shareholders’ Meeting after consultation with the Buyer, to the extent necessary to ensure that any necessary required supplement or amendment to the Proxy Statement is provided to its the Company’s shareholders within a reasonable amount of time in advance of a vote on the elimination of the Exchange Cap Company Meeting or, if, if as of the time for which the Company Shareholders’ Meeting is originally scheduled, scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meetingthe Company Meeting. The Company agrees that, unless this Agreement has been terminated in accordance with Section 8.1, its obligations pursuant to this Section 6.5 shall use commercially reasonable efforts such that not be affected by the making of any Company Board Recommendation Change by the Company Shareholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in connection with Board or the occurrence of a Company Shareholders’ Meeting are solicited in compliance with applicable law, the rules of the NASDAQ Global Market and the Company’s articles of organization and by-laws, as each is amended. Without the prior written consent of Purchaser 1, the elimination of the Exchange Cap shall be the only matter which the Company shall propose to be acted on by the Company’s shareholders at the Company Shareholders’ MeetingIntervening Event.